Prepared by MERRILL CORPORATION
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report:        February 5, 2002

Willis Lease Finance Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware   0-28774   68-0070656
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification Number)

2320 Marinship Way, Suite 300
Sausalito, California 94965
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (415) 331-5281


Item 6. Resignation of Registrant's Director.

        On February 5, 2002, the Registrant announced that Willard H. Smith, Jr. resigned from the Registrant's board of directors.


Item 7. Financial Statements, Pro Form Financial Information and Exhibits.


Exhibit No.
   Description
99   Press Release issued on February 5, 2002.


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated as of February 8, 2002.

    WILLIS LEASE FINANCE CORPORATION

 
 
By:
/s/  DONALD A. NUNEMAKER      
Donald A. Nunemaker
 Executive Vice President and Chief Operating Officer


Exhibit List

Exhibit No.
   Description
99   Press Release issued on February 5, 2002.


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SIGNATURES
Exhibit List